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425SEC Filing

Stellar Bancorp, Inc. β€” 425 Filing

April 22, 2026 at 12:00 AM

🧾 What This Document Is

This is a formal press release filed with the SEC. It announces that the proposed merger between Prosperity Bancshares and Stellar Bancorp has received all the necessary government approvals. Think of it as a "green light" update from the companies to investors. The next major step is a vote by Stellar's shareholders.

🏒 What The Company Does

πŸ‘‰ In simple terms, both companies are traditional, community-focused banks.

  • Prosperity Bancshares (PB): A large regional bank based in Houston, Texas, with over 300 banking locations across Texas and Oklahoma. It offers standard banking services like checking accounts, loans, mortgages, and wealth management. As of the end of 2025, it managed about $38.5 billion in assets.
  • Stellar Bancorp (STEL): Also a Houston-based bank holding company, with its subsidiary Stellar Bank focusing on commercial banking for small- to medium-sized businesses and individuals in Texas.

This merger will create a significantly larger, combined banking entity in the Texas region.

πŸ”‘ The Key Approval

The big news here is that the merger has cleared its regulatory hurdles. The Federal Reserve, the FDIC, and the Texas Department of Banking have all given their consent. This is a major milestone in any bank merger, as it removes a significant source of uncertainty.

πŸ“… The Merger Timeline & Next Steps

The deal is moving forward on a clear schedule.

  • Next Up: A special meeting for Stellar shareholders to vote on the merger is scheduled for May 27, 2026.
  • Expected Closing: If shareholders approve, the merger is anticipated to be completed around July 1, 2026.
  • How it Works: Stellar Bank will merge into Prosperity Bank. The deal was originally announced in January 2026.

βš–οΈ The Formal Details & Filings

This press release references several important legal documents that investors should review. These contain all the fine print about the deal.

  • Prosperity has filed a registration statement (Form S-4) with the SEC, which includes the official proxy statement/prospectus for Stellar shareholders.
  • These documents were finalized and made effective on April 21, 2026, and will be mailed to shareholders starting around April 23, 2026.
  • Investors can find these documents for free on the SEC's website or on the investor relations pages of both companies' websites.

πŸ“ž Who To Contact

For more information, the companies list two key contacts:

  • For Prosperity: Cullen Zalman, Executive Vice President – Banking and Corporate Activities, at 281.269.7199 or [email protected].
  • For Stellar: Paul Egge, Chief Financial Officer, at 281.517.6461 or [email protected].

🧠 The Analogy

This merger approval is like two neighboring grocery stores getting the final permit from the city to knock down the wall between them and operate as one bigger market. They've gotten the official sign-off from the authorities (regulators), and now they just need to hold a quick vote with the family owners (shareholders) before the grand opening (closing).

🧩 Final Takeaway

The Prosperity-Stellar bank merger has passed its major regulatory review. The path is now clear for a shareholder vote in late May, with the deal likely becoming final at the start of July. It's a key step in creating a larger regional banking powerhouse in Texas.